8-K

Trane Technologies plc (TT)

8-K 2025-06-06 For: 2025-06-05
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) — 6/5/2025

____________________________________________

TRANE TECHNOLOGIES PLC

(Exact name of registrant as specified in its charter)

____________________________________________

Ireland 001-34400 98-0626632
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (I.R.S. Employer<br><br>Identification No.)

170/175 Lakeview Drive

Airside Business Park

Swords Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353)(0)18707400

(Registrant’s phone number, including area code)

N/A

(Former name or former address, if changed since last report)

____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Ordinary Shares, Par Value $1.00 per Share TT New York Stock Exchange
5.250% Senior Notes due 2033 TT33 New York Stock Exchange
5.100% Senior Notes due 2034 TT34 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2025 Annual General Meeting, the Company’s shareholders:

1.Elected all twelve of the Company’s nominees for director;

2.Provided advisory approval of the compensation of the Company’s named executive officers;

3.Approved the appointment of PriceWaterhouseCoopers to serve as the Company’s independent auditors for the fiscal year ending December 31, 2025, and authorized the Audit Committee to set the auditors’ remuneration;

4.Approved the renewal of the Directors’ existing authority to issue shares;

5.Approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders; and

6.Approved the determination of the price range at which the Company can reallot shares that it holds as treasury shares.

Proposals 1(a)-(l). Election of twelve (12) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

Nominees For Against Abstain Broker Non-Vote
(a) Kirk E. Arnold 178,191,479 3,434,491 297,460 14,858,756
(b) Ana P. Assis 180,886,636 741,595 295,199 14,858,756
(c) Ann C. Berzin 170,370,325 11,358,082 195,023 14,858,756
(d) April Miller Boise 175,735,903 5,581,327 606,200 14,858,756
(e) Mark R. George 181,018,962 678,229 226,239 14,858,756
(f) John A. Hayes 180,779,482 925,301 218,647 14,858,756
(g) Linda P. Hudson 179,873,173 1,758,127 292,130 14,858,756
(h) Myles P. Lee 179,544,704 2,164,984 213,742 14,858,756
(i) Matthew F. Pine 181,230,330 482,283 210,817 14,858,756
(j) David S. Regnery 164,028,367 15,876,716 2,018,347 14,858,756
(k) Melissa N. Schaeffer 181,017,034 685,463 220,933 14,858,756
(l) John P. Surma 168,045,086 13,632,600 245,744 14,858,756

Proposal 2. Advisory approval of the compensation of the Company’s named executive officers:

For Against Abstain Broker Non Vote
163,112,934 17,540,063 1,270,433 14,858,756

Proposal 3. Approval of the Appointment of Independent Auditors:

For Against Abstain Broker Non Vote
176,951,518 19,508,917 321,751 0

Proposal 4. Approval of the Directors’ Existing Authority to Issue Shares:

For Against Abstain Broker Non Vote
190,869,638 5,598,596 313,952 0

Proposal 5. Approval of the Directors’ Authority to Issue Shares for Cash:

For Against Abstain Broker Non Vote
176,357,300 19,974,707 450,179 0

Proposal 6. Approved the determination of the price range at which the Company can reallot shares that it holds as treasury shares:

For Against Abstain Broker Non Vote
194,955,172 1,295,239 531,775 0

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANE TECHNOLOGIES PLC<br><br>(Registrant)
Date: June 6, 2025 /s/ Evan M. Turtz
Evan M. Turtz, Senior Vice President, General Counsel and Secretary

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